(iii) contain a "cut-through" clause in the following form (or otherwise
 satisfactory to Lessor):

 "The Reinsurers and the Reinsured hereby mutually agree that, in the
 event of any claim arising under the reinsurances in respect of a
 total loss or other claim, as provided by the Aircraft Lease
 Agreement dated as of December 23, 2004 and made between Lessor and
 Lessee, such claim is to be paid to the Person named as sole loss
 payee under the primary insurances, the Reinsurers will in lieu of
 payment to the Reinsured, its successors in interest and assigns pay
 to the Person named as sole loss payee under the primary insurances
 effected by the Reinsured

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 that portion of any loss due for which the Reinsurers would
 otherwise be liable to pay the Reinsured (subject to proof of loss),
 it being understood and agreed that any such payment by the
 Reinsurers will (to the extent of such payment) fully discharge and
 release the Reinsurers from any and all further liability in
 connection therewith; subject to such provisions not contravening
 any Law of the State of Incorporation;" and

5. Deductibles

Lessee shall be responsible for any and all deductibles under the Insurances.

6. Application of Insurance Proceeds

The Insurances will be endorsed to provide for payment of proceeds as follows:

(a) TOTAL LOSS: all insurance payments up to the Agreed Value (and all other
 amounts which are then payable by Lessee to Lessor) received as the result
 of a Total Loss occurring during the Lease Period will be paid to Lessor
 up to the Agreed Value;